What is a Colorado Public Benefit Corporation? And related frequently asked questions.

By Bryan McKae

The following is meant to be a general summary of Colorado’s Public Benefit Corporation Act. The first step to deciding whether to incorporate as a Public Benefit Corporation is to discuss your business’ situation with a competent attorney.

What is a Colorado Public Benefit Corporation?

Effective April 4, 2014, the Public Benefit Corporation Act of Colorado (the “PBCA”) will allow corporations to elect to be a “public benefit corporation” (a “PBC”). A corporation that elects to be a public benefit corporation is still a Colorado corporation and subject to the rules and requirements set forth in the Colorado Business Corporation Act and the Colorado Corporations and Associations Act, except in cases where the PBCA “imposes additional or different requirements, in which case such additional or different requirements apply.”[i]

Generally, the officers and directors of a traditional Colorado corporation must act in a manner such officer or director reasonably believes is in “the best interests of the corporation.”[ii] However, that does not necessarily mean every decision made by a corporate board must maximize shareholder wealth. In fact, many courts have cited the A.P Smith Manufacturing Co. v. Barley ruling that corporations have “social as well as private responsibilities as members of the communities within which they operate.”[iii] Nonetheless, today’s entrepreneurs often desire more freedom to take into account the interests of stakeholders materially affected by their corporation’s decisions and other social benefits without having to be concerned about whether those decisions will maximize corporate value.

In response, the Colorado General Assembly followed the lead of approximately 20 other states and adopted the PBCA to provide a means for Colorado corporations to consider objectives other than just profits in their decision-making processes. As of April 1, 2014, a Colorado corporation can elect to be a “public benefit corporation,” and making such an election, its directors and officers must balance its shareholders’ financial interests with the interests of stakeholders affected by the PBC’s conduct as well as certain public benefits identified in its articles of incorporation, when making decisions.

How do I form a new public benefit corporation?

A Colorado public benefit corporation is formed in the same way a traditional Colorado corporation is formed. It is formed when articles of incorporation are filed with the Colorado Secretary of State. Unlike a traditional corporation, the PBC’s entity name must contain the words “public benefit corporation” or the abbreviations “P.B.C.” or “PBC.”[iv]

Additionally, the PBC’s articles of incorporation must state the PBC is a public benefit corporation and must also state one or more “public benefits” pursued by the PBC.[v] The term “public benefit” means “one or more positive effects or reduction of negative effects on one or more categories of persons, entities, communities, or interests other than shareholders in their capacities as shareholders, including effects of an artistic, charitable, cultural, economic, educational, environmental, literary, medical, religious, scientific, or technological nature.”[vi]

Any share certificates provided to shareholders of the PBC must conspicuously state the company is a public benefit corporation.[vii] In general, all other documentation used to organize the PBC is almost identical to that used to organize a traditional Colorado corporation; provided, however, as discussed below in this article, the PBCA imposes certain voting requirements and provides certain dissenter’s rights in the event: (i) a PBC’s articles of incorporation are modified to eliminate the corporation’s public benefit corporation election; (ii) the PBC converts into another form of Colorado entity or a foreign entity (Delaware, for example) that is not a public benefit corporation; or (iii) merges with or into another entity where the surviving entity is not a public benefit corporation.[viii] Therefore, it is important to discuss with your attorney whether a separate voting or shareholders’ agreement with drag-along provisions should be adopted to protect the corporation and its majority shareholders from being subject to dissenters’ rights if any of the foregoing events occurs.[ix]

How do I convert my existing Colorado corporation into a PBC?

Any traditional Colorado corporation that wants to elect to be a PBC first needs to review its corporate documents, including, but not limited to, any existing voting or shareholder agreement, to evaluate the consents required to be obtained to amend the corporation’s articles of incorporation. Notwithstanding any specific voting requirement contained in those documents, any traditional Colorado corporation must obtain the approval of two-thirds of each of the outstanding classes of shares of the corporation’s stock, whether or not those shares are voting shares,[x] to amend its articles of incorporation to include the items described above under “How do I form a new public benefit corporation?”

Traditional Colorado corporations are advised to seek legal assistance with the PBC election, as under the PBCA, even if the two-thirds consent is obtained, and absent an applicable and enforceable drag-along provision, any shareholder who does not vote in favor of the PBC election or who does not consent to the election has “dissenter’s rights.”[xi] In the event a shareholder obtains dissenter’s rights, the dissenting shareholder may require the corporation to repurchase the shareholder’s shares in the corporation at fair market value.

Once a traditional corporation obtains the appropriate consents from its board and shareholders, the corporation can elect PBC status by filing amendments to its articles that satisfy the requirements set forth above under “How do I form a new public benefit corporation?” And as with new PBC’s, new stock certificates should be issued indicating the corporation’s PBC status.

Before amending your corporation’s articles, it may also be necessary to review your corporation’s banking or similar loan documents to determine whether such an amendment requires the consent of any lender and also to review your corporation’s intellectual property to determine whether consent or notice of name change is required with respect to your corporation’s intellectual property.

In addition to making the appropriate amendments to your corporation’s name and articles, changing your corporation’s entity name may require you to provide notice to the IRS, banks, vendors, and other third parties regarding the corporation’s name change. Business cards and the corporation’s website may also need to be updated. And it may be necessary to evaluate whether new trade names need to be registered in various jurisdictions as a result of the name change.

What does being a PBC mean for my company’s directors and officers?

Unlike a director of a traditional corporation, the PBCA specifically requires directors of a PBC to manage the PBC’s business affairs in a manner that balances the financial interests of the shareholders, “the best interests of those materially affected by the corporation’s conduct, and the specific public benefit identified in its articles of incorporation.”[xii] As long as the director’s decision is informed, of sound judgment, and disinterested, the director will be deemed to have satisfied their duty to the shareholders and the corporation.[xiii]

The PBCA also allows the PBC to further protect its directors by including language in its articles that specifically says a disinterested director does not violate its duties of good faith or loyalty simply because he or she failed to balance the three interests specified above.[xiv] In other words, directors would not be held personally liable for breach of his or her duty of care or duty of loyalty to the company simply because the director failed to value the best interests of the corporation’s stakeholders and the public benefits identified in the corporation’s articles with respect to a particular action, though other remedies against directors might be available to shareholders in the event of intentional misconduct, a knowing violation of the law, or improper personal benefit. Corporations would be advised to include this language in their articles despite it potentially softening the impact of the balancing requirements described above.

If my corporation elects to be a PBC, what are my reporting requirements?

The PBCA requires each PBC to prepare a “report” that contains certain required information, including, but not limited to, a description of how the PBC has furthered the public benefit described in its articles of incorporation and the interests of the stakeholders materially affected by the PBC’s conduct.[xv] The report must analyze the social and environmental performance of the PBC against a third party standard identified by the PBC.[xvi] The PBCA does not identify any specific third party standards, though it imposes certain requirements the third party standard must satisfy.

The report must be provided to each of the PBC’s shareholders and posted on the public portion of its website.[xvii] If the PBC does not have a website, it must make the report available to anyone who requests a copy.[xviii]

While some early stage companies might be uncomfortable posting this report on their websites or making them publicly available, the PBCA does not require PBCs to update their reports on any specific periodic basis and does not provide any specific penalty for companies that do not make a report available. However, shareholders could theoretically file a claim against the PBC to make one available or attempt to use the lack of a current report to invalidate or pierce the PBC’s public benefit corporation status.

What if my PBC might need to terminate its PBC status someday?

Similar to converting a traditional Colorado corporation into a PBC, terminating a PBC’s public benefit corporation status requires the consent of two-thirds of each of the outstanding classes of shares of the PBC’s stock, whether or not those shares are voting shares.[xix] And absent an applicable and enforceable drag-along provision, any shareholder who does not vote in favor of the termination of PBC election or who does not consent to terminating the election has “dissenter’s rights.[xx] These voting and dissenter’s rights provisions also apply where (i) a PBC converts into another domestic or foreign entity that is not a public benefit corporation or similar entity and (ii) if the PBC merges with another entity, and as a result of the merger, the surviving corporation is not a domestic or foreign corporation that is a public benefit corporation or similar entity and the surviving corporation’s charter does not include provisions identifying public benefits identical to those identified in the pre-merger PBC.[xxi]


Electing public benefit corporation status may or may not be right for your existing or to-be-formed Colorado corporation. But if a higher corporate purpose is important to you, the marketability of your business, and your current and potential employees and shareholders, careful thought should be given to the ramifications of making the PBC election, and legal assistance is advised.

If you have any questions about forming a Colorado Public Benefit Corporation, please contact a Venture Law Advisors, LLC attorney.

[i] C.R.S. §7-101-502

[ii] C.R.S. §7-108-401(1)(c)

[iii] A. P. Smith Mfg. Co. v. Barlow, 98 A.2d 581, 586 (N.J. 1953).

[iv] C.R.S. §7-101-503(4)

[v] C.R.S. §7-101-503(1)(a)-(b)

[vi] C.R.S. §7-101-503(2)

[vii] C.R.S. §7-101-505

[viii] C.R.S. §7-101-504(4)

[ix] Note that the conversions and mergers of traditional Colorado corporations may also be subject to dissenter’s rights, so it is important to discuss with your legal counsel whether your Colorado corporation should have voting or shareholder agreements with drag-along provisions specifically tailored for your corporation’s situation.

[x] C.R.S. §7-101-504(1)

[xi] C.R.S. §7-101-504(3)

[xii] C.R.S. §7-101-506(1)

[xiii] C.R.S. §7-101-506(2)(b)

[xiv] C.R.S. §7-101-506(3)

[xv] C.R.S. §7-101-507(1)(a)

[xvi] C.R.S. §7-101-507(1)(b)

[xvii] C.R.S. §7-101-507(4)

[xviii] C.R.S. §7-101-507(5)

[xix] C.R.S. §7-101-504(4)

[xx] C.R.S. §7-113-102(g)

[xxi] C.R.S. §7-101-504(4). Note that the conversions and mergers of traditional Colorado corporations may also be subject to dissenter’s rights, so it is important to discuss with your legal counsel whether your Colorado corporation should have voting or shareholder agreements with drag-along provisions specifically tailored for your corporation’s situation.

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To DE(laware) or Not to DE: Considering Colorado for Your State of Incorporation

by Bryan McKae, Venture Law Advisors, LLC

So you have an idea and want to start a business. For various reasons, you have decided your to-be-formed entity needs to be a corporation. You anticipate raising seed capital, followed up by venture capital, and then more capital through a public offering. And you have read on the internet that most venture capitalists and other institutional investors prefer investing in Delaware business entities. You also learned that Delaware offers the most advanced and flexible body of corporate statutory and case law in the country, and Delaware business entities have the opportunity to litigate disputes in the distinguished Court of Chancery in front of this country’s most knowledgeable and business-oriented referees rather than, say, a jury. So you’ve decided your business must be incorporated in Delaware. Perfect. Now get out your credit card and don’t look back as you speed off to Delaware. Well, at least until you come back to Colorado to register as a foreign entity and pay the $100 foreign entity registration fee after you have already shelled out nearly $500 in filing fees to register your entity in Delaware. Wait, there is more. Now that you own a Delaware entity, you are the proud employer of a registered agent that can accept service of process in Delaware on your behalf and remind you when your annual reports are due, all for an annual fee of course. And although you are operating on a shoestring budget and wondering whether you need a second job so you can afford to pay your bills, you will be comforted knowing that your expensive annual report fees and franchise taxes, expedited filing fees, and hefty fees for Good Standing Certificates will allow the Delaware Division of Corporations to maintain its state-of-the-art document management and imaging system. Phew!

It is perfectly reasonable for founders, directors, and majority shareholders to be concerned with issues such as the authority to make amendments to the business entity’s charter documents; shareholder actions by written consent; removal of directors; appraisal and dissenters’ rights in the event of an asset sale, merger, or other disposition of the corporation’s assets; and the availability of indemnification arrangements. And it is true many large companies choose Delaware as their state of incorporation because Delaware’s corporate law is well developed and generally favorable to management and majority shareholders. It is also true the more than 200 year old Court of Chancery of the State of Delaware has developed considerably more case law than Colorado courts that some say gives more predictability to the consequences of corporate decisions. But that does not mean the Colorado Business Corporation Act (CBCA) or Colorado case law is inadequate for purposes of understanding the consequences of various corporate decisions. In fact, the Colorado Business Corporation Act is largely fashioned from the Model Business Corporation Act (MBCA), versions of which have been partially or wholly adopted by thirty three states [FN1], and Colorado courts often look to the intent of the authors of the MBCA and other MBCA jurisdictions when interpreting the Colorado Business Corporation Act. [FN2] On the other hand, while the Delaware General Corporation Law (DGCL) is also considered to be a well-developed and significant corporation law in the United States, only three states have modeled their corporate laws after the DGCL. [FN3] Additionally, it is suggested that part of the reason Delaware case law is so well developed is the broad nature of the DGCL. “As a general matter, the DGCL is drafted in relatively broad terms, which results in a large body of common law decisions. The Model Act, on the other hand, is based on the assumption that states adopting it typically will not have a specialized judiciary. As a result, the Model Act often attempts to provide bright line rules, thereby making up in predictability what Delaware has in flexibility.” [FN4]

To an entrepreneur or a small business owner, the differences between the DGCL and the CBCA are likely to be arcane, especially where the business’ management team has not yet had to deal with the influence of outside investors, the issuance of dividends, or other issues that often create divides between minority and controlling shareholders. So it is often difficult for a startup company to make a decision about whether Colorado or Delaware provide a company and its founders the best opportunity for success. While a company’s success rarely depends solely on rules regarding fiduciary duties of directors, the removal of directors, the distribution of dividends, or shareholder action by written consent, among others, those rules and responsibilities certainly can have lasting impacts on founders’ rights and continued ownership of the business. But both Colorado and Delaware have adopted rules based on decades of experience with corporate matters and that balance the need for efficient corporate decision-making and the protection of minority shareholders. And by having experienced counsel advise business owners on the initial drafting of articles or certificates of incorporation and bylaws and subsequent shareholder agreements and revisions to charter documents, owners can become educated on shareholders’, officers’, and directors’ rights and duties under either Colorado or Delaware corporate law and can draft any such agreements to best protect and clarify the rights and duties of all parties involved.

If owners can become relatively agnostic about the legal benefits of being either a Colorado or Delaware corporation, owners should strongly consider the practical nature of organizing as a Colorado corporation.  A Colorado corporation is formed upon the filing of the corporation’s Articles of Incorporation online paying a very reasonable $50 fee, regardless of the number of pages of the Articles being filed. And amendments to the corporation’s charter can also be made online by the corporation or its legal counsel for a very reasonable fee. Colorado corporations must have a registered agent, but the registered agent may be any individual who is eighteen years of age or older or any entity as long as such entity has a usual place of business in Colorado. Colorado does not charge corporations a franchise tax, and Annual Report fees are currently $10 per year. Colorado corporations will typically have to register as a foreign entity in any state in which it transacts business, thus subjecting the corporation to additional filing and annual fees, but states’ laws offer numerous exceptions that might allow a corporation to avoid to this requirement.

It’s easy for startup companies to fall prey to the online pressure to incorporate as a Delaware corporation. For some startups, incorporating in Delaware may make sense. Yet, when operating a lean startup, we believe focusing your human and financial capital on building your business can often reap more rewards than focusing on the sometimes-obscure benefits of a particular state’s corporate statutory and case law.

1. Model Bus. Corp. Act Ann. (2005) (3rd Ed.).

2. Pueblo Bancorporation v. Lindoe, Inc., 63 P.3d 353, 368 (Colo. 2003) (stating “[b]ecause the legislature has consistently relied on the MBCA when fashioning the corporate laws of this state we find the views of the MBCA on this issue to be persuasive.”), as recognized in Szaloczi v. John R. Behrmann Revocable Trust, 90 P.3d 835 (Colo. 2004) (stating “[m]oreover, we presume that the General Assembly’s intent is the same as the intent of the MBCA drafters.”).

3. Reichert and Chad, Dissenters’ Rights: The Colorado Supreme Court Finally Speaks, 34 Co. Law. 53, 62 n.60 (2005) (referencing Dooley and Goldman, Some Comparisons Between the Model Business Corporation Act and the Delaware General Corporation Law, 56 The Bus. Law. 737, 752 (May 2001)).

4. Id. at n.60

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Choice of Entity Matrix

Our startup clients come in all shapes and sizes, but one thing they have in common is their founders are typically in the process of determining what type of entity (LLC or corporation, in most cases) the client should be, or in some cases, whether they already selected an appropriate form of entity for their business. Another consideration is whether an S-election should be, or should have been, made.

In most cases, there is no “perfect” form of entity for our clients’ businesses. But to help our clients develop a basic understanding of their options, we often start by providing them a basic Choice of Entity Matrix that highlights the implications of forming either an LLC or a corporation and/or making an S-election, and some pros and cons of each option.

The Choice of Entity Matrix is an incomplete analysis of three different corporate structures. You should not rely on this analysis for any purpose without seeking legal advice from licensed attorneys in the relevant state(s). This publication does not create an attorney client relationship.

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Outside, In-house Legal Counsel Packages for Your Emerging Business

Engaging an outside lawyer or law firm to advise on general corporate matters can be a frustrating experience. Hourly rate billing can lead to unexpectedly expensive invoices and put a dent in tightly managed budgets. And the fear of running up the legal tab causes many small businesses to engage in self-help legal solutions or avoid contacting legal counsel when it matters the most, often causing the business to miss opportunities to make high-value strategic decisions or minimize potential liabilities.

Your business can receive substantial benefit from a legal advisor who knows your business, understands the business’ key decision-makers and their professional and personal dynamic, and who is in regular and frequent communication with you.  An attorney regularly involved with your business can proactively identify and manage risks, ensure routine legal formalities and matters are followed and handled, and provide legal and business solutions that take into account the realities of running your business. And in the case of a business raising equity or debt capital or seeking to be acquired, having a properly documented corporate history, including formation documents and company minutes, can substantially increase the value of the business. A third party’s view of its investment risk is improved when it clearly understands the business’ ownership and operating history and potential liabilities. Potential investors will substantially discount a business’ value when unknown or poorly documented risks are lurking.

But hiring a full-time in-house attorney is a luxury most emerging and small businesses cannot afford. So how can small businesses add high-value legal and business counsel to their management teams without breaking the bank?

Our firm’s attorneys often work for our clients as “outside, in-house” general counsel. Depending on our clients’ needs, we often make our services available for a fixed, monthly flat fee that, in some cases, adjusts periodically to reflect a “normal” amount of services provided at a discounted rate. We can be available to attend board meetings, draft meeting minutes, advise on general corporate legal and business matters, and manage projects and other outside lawyers. And by being regularly involved with and understanding our clients’ businesses, management teams, and owners, we can proactively identify legal and business issues and help develop practical and risk-appropriate solutions. We can also provide our clients access to our VentureXpress online document builder, allowing our clients to create their own documents online from their commonly-used forms, reducing their legal fees and document turn-around time.

Whether you’re looking to stabilize your legal costs, improve your corporate record-keeping, or obtain higher-value legal and business guidance, hiring “outside, in-house” general legal counsel might be a good solution for your emerging business.

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VentureXpress Featured by Brightleaf

VLA’s VentureXpress products were featured by Brightleaf in an interview with VLA’s Bryan McKae today. Check out the interview here.

Brightleaf’s document automation platform has been an essential component of VLA’s VentureXpress offerings.

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VLA Launches VentureXpress (Beta)

Venture Law Advisors, LLC (“VLA”) announces its Beta launch of its VentureXpress service. VLA’s VentureXpress products provide emerging businesses packaged and a la carte legal services from experienced business lawyers at affordable and predictable prices. VLA’s initial VentureXpress packages include:

• Incorporation Packages (starting at $549)
• Single and Multi-Member LLC Packages ($349 and up)
• Employment and Equity Compensation Packages
• Public Relations and Marketing Professional Package
• Employee Offer Letters and Consulting Agreements
• Promissory Notes
• Nondisclosure Agreements
• And more….

Clients may also access VentureXpress employment agreements, consulting agreements, NDAs, and more through the firm’s web-based form builder powered by Brightleaf Corporation, a venture-backed technology company focused on bringing intelligent document automation to law firms and legal departments.

“We are very excited to introduce our VentureXpress line of legal services,” says VLA partner Bryan McKae. “The ability to offer emerging companies institutional quality and semi-custom legal documents at price points that make sense is a game-changer. And through Brightleaf’s Leaflet (TM) applications, our clients can better leverage their legal documents and more efficiently utilize our firm’s legal expertise.”

PDF Link

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Main Street Power Company, Inc. Closes New Market Tax Credit Financing for Solar

Venture Law Advisors, LLC (“VLA”) announced one of its clients, Main Street Power Company, Inc., a national solar financier and power purchase agreement provider, and its partner MS Solar Solutions Corp., a wholly-owned subsidiary of Morgan Stanley, have secured New Market Tax Credit solar financing for 2.9 megawatts of distributed solar generation in California. Approximately 35 solar photovoltaic systems will be installed by the end of 2011 throughout the San Diego Unified Schools, the University of California at Davis, and Contra Costa County. The projects were financed using a combination of federal New Markets Tax Credits, the federal 1603 Grant, and local utility incentives. This financing is the second NMTC solar project completed by Main Street following solar installations for Denver Public Schools, the City and County of Denver, the Colorado Department of Corrections and the County of Pueblo, Colorado completed earlier in the year. VLA also assisted Main Street in these transactions.

“We are very pleased with the success of Main Street Power’s partnership with Morgan Stanley,” said VLA partner Charles Knight. “It is particularly gratifying to see the success of these projects during challenging economic times as well as the creative use of new markets tax credits to help support job creation and public sector savings in economically distressed areas.”

Main Street’s press release announcing this financing is found here.

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VLA Relocates to Lower Highlands Neighborhood

Venture Law Advisors, LLC (“VLA”) has relocated its Denver office, setting the stage for the firm’s continued growth. VLA has moved from the Ballpark Neighborhood to the Lower Highlands neighborhood, just across the Highland Bridge from the Central Platte Valley and Downtown Denver. The firm will occupy office space overlooking the Ale House at Amato’s, Commons Park, and Union Station and will neighbor Vita, Lola, and the new restaurant, Linger.

“Since Charlie Knight founded the firm in March, 2009, our practice has grown significantly,” noted VLA partner Bryan McKae. “Our new office space will allow us to add staff and attorneys to accommodate the increasing number of startups and growth-stage companies hiring Venture Law Advisors to provide business counsel and legal support. We selected the Lo-Hi neighborhood because of its close proximity to Union Station, Downtown Denver, and the growing and relaxed atmosphere of the Highlands neighborhood. Our clients, many of whom are busy entrepreneurs from the Boulder and South Metro Denver areas, also appreciate the location’s easy access from I-25 and free parking.”

The relocation allows VLA to focus on maintaining efficient overhead and providing high-quality business and legal advisory services to emerging companies at affordable rates. The additional office space, along with VLA’s recent investment in new technologies designed to improve the firm’s efficiency, are the firm’s initial steps toward introducing new products for startups and small business owners later this summer.

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VLA Elects Bryan McKae as Partner

Venture Law Advisors, LLC (“VLA”) announced it elected Bryan McKae as partner in the firm, effective January 1, 2011.

The firm hired Bryan in March, 2010, and since then, Bryan’s practice has focused on providing general strategic and corporate advisory services to startup and emerging companies. He assists business owners with the formation and structuring of business entities, company and project financing, and the drafting of shareholder and LLC agreements. Bryan’s recent work includes drafting and advising renewable energy project developers on feedstock supply, power purchase and other off-take agreements for biomass and solar projects, and the private placement of project development capital.

“The firm is very pleased to welcome Bryan as a partner,” said VLA founding member Charles Knight. “We have tremendous confidence in Bryan’s abilities and the valuable relationships he has developed with clients. VLA is a boutique law firm that provides general corporate legal and business advisory services to our clients, and Bryan has a unique talent for working through and understanding a wide range of our clients’ needs across a broad array of industries.”

Bryan’s election as a partner underscores VLA’s growth strategy and recent success. Companies and entrepreneurs in the renewable energy, software, medical device, entertainment, construction, and healthcare industries are increasingly engaging VLA attorneys for their business and legal expertise and their practical and hands-on approach to advising clients through unique business and legal matters.

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The Art of Raising Angel Capital at Green Spaces Colorado

Charlie Knight and Bryan McKae of Venture Law Advisors, LLC will be presenting “The Art of Raising Angel Capital” at Green Spaces in Denver on Tuesday, January 11, 2011 at 5:30 p.m. The presentation will focus on providing tips and techniques for attracting and closing first round investments and setting the stage for business growth. This presentation is part of Green Spaces‘ Networking Workshop Series for EcoPreneurs and will give entrepreneurs an opportunity to speak with Charlie and Bryan about topics such as choice of entity, valuations, investment structures, and approaching and pitching investors. RSVP to info@greenspacescolorado.com, and click here for more details.

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